URGENT: PLEASE SIGN AND FAX THIS CONFIRMATION TO (001) 8888033606 Interest Rate Swap Transaction (Revision)

EX-4.2 4 he1.htm Interest Rate Swap Transaction (Revision)

                    


ATTN:

JPMORGAN CHASE BANK. NATIONAL ASSOCIATION, not in its individual capacity but solely as securities administrator on behalf of the J.P. Morgan Mortgage Acquisition Corp. 2006-HE 1 supplemental interest trust

Pei Yan Huang

Fax: 212 ###-###-####

C.J. De Santis

Fax: 203 ###-###-####

FROM.

Carmine Pilla

JPMorgan Chase Bank, N.A.

RE:

Interest Rate Swap Confirmation (Revision)

YOUR REF:

OUR REF;

6900022984414


DATE SENT:

28 February 2006

NO OF PAGES:

7 (Including Cover)




URGENT: PLEASE SIGN AND FAX THIS

CONFIRMATION TO (001) 8888033606


Interest Rate Swap Transaction (Revision)

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between:

JPMORGAN CHASE BANK, N.A.,
(“JPMorgan”)

and

JPMorgan Chase Bank, National Association, not in its individual capacity but solely as securities
administrator on behalf of the J.P. Morgan Mortgage Acquisition Corp. 2006-HE1 supplemental interest
trust
(the “Counterparty”)

on the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified below, and supersedes any previous confirmation or other writing with respect to the transaction described below.

The definitions and provisions contained in the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. are Incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 28 February 2006, as amended and supplemented from time to time (the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and JPMorgan Chase Bank, National Association, not in its individual capacity but solely as securities administrator on behalf of the J.P. Morgan Mortgage Acquisition Corp. 2006-HE1 supplemental interest trust (the “Counterparty”). All provisions contained in the Agreement governs this Confirmation except as expressly modified below.


The terms of the particular Interest Rate Swap Transaction to which this Confirmation relates are as follows:



A. TRANSACTION DETAILS



JPMorgan Deal Number(s):

6900022984414


Notional Amount:

Per attached schedule in Exhibit A



Trade Date:

22 February 2006


Effective Date:

28 February 2006


Termination Dare:

25 August 2010 subject to adjustment in accordance with the Modified Following Business Day Convention




Fixed Amounts:


Fixed Rate Payer;

Counterparty


Fixed Rate Payer Period End Dates:

The 25th of each month in each year commencing with 25 March 2006 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention


Fixed Rate Payer Payment Dates:

Two (2) Business days preceding each Fixed Rate Payer Period End Date.


Fixed Rate:

5.0375 percent


Fixed Rate Day Count Fraction:

30/360


Business Days:

New York, London



Floating Amounts:


Floating Rate Payer:

JPMorgan


Floating Rate Payer Period End Dates:

The 25th of each month in each year commencing with 25 March 2006 to and including the Termination Date, subject to adjustment m accordance with the Modified Following Business Day Convention


Floating Rate Payer Payment Dates:

Two (2) Business days preceding each Floating Rate Payer Period End bate.


Floating Rate Option:

USD-LIBOR-BBA


Designated Maturity:

1 Month


Spread:

None


Floating Rate Day Count Fraction:

Actual/360


Reset Dates:

The first day of each Calculation Period.


Compounding:

Inapplicable


Business Days:

New York, London


Calculation Agent:

JPMorgan. unless otherwise stated in the Agreement.



B. ACCOUNT DETAILS

Payments to JPMorgan in USD:

JPMORGAN CHASE BANK NA

JPMORGAN CHASE BANK NA

BIC: CHASUS33XXX

AC No: 099997979


Payments to Counterparty in USD:

JPMorgan Chase Bank, NA ABA 021000021

Account No. 507947541
Ref. JPMAC 2006-HEl



C. OFFICES

JPMorgan:

NEW YORK


Counterparty:

NEW YORK

D. RELATIONSHIP BETWEEN PARTIES

Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposts affirmative obligations to the contrary for that Transaction):

(a) Non-Reliance. It is acting, for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(b)

Assessment and Understanding. It is capable of assessing the merit of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that Transaction.

(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

E. SECURITIES ADMINISTRATOR CAPACITY

It is expressly understood and agreed by the parties hereto. that insofar as this Confirmation is executed by the Securities Administrator (i) this Confirmation is executed and delivered by JPMorgan Chase Bank, N.A. not in its individual capacity but solely as Securities Administrator under the Pooling and Servicing Agreement, dated as of February 1, 2006 (the “Pooling and Servicing Agreement”), among J.P. Morgan Acceptance Corporation I, as depositor, J.P. Morgan Mortgage Acquisition Corp., as seller, U.S. Bark National Association, as trustee, Pentalpha Surveillance LLC, as trust oversight manager and the Securities Administrator, JPMorgan Chase Bank National Association as servicer and as securities administrator, in the exercise of the powers and authority conferred and vested in it thereunder, (ii) under no circumstances shall JPMorgan Chase Bank, N.A. in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation, and (iii) each of the representations, undertakings and agreements herein made on behalf of the Counterparty is made and intended not as personal representations, undertakings and agreements of JPMorgan Chase Bank, N.A.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. When referring to this Confirmation, please indicate: JPMorgan Deal Number(s): 600022984414

JPMorgan Chase Bank, N.A.

                  /s/ Jack Cunha                               

Name:

Jack Cunha                                   

Title:

Associate                                      




Accepted and confirmed as of the date first written:

JPMorgan Chase Bank, National Association, not in its individual capacity but solely as securities administrator on behalf of the J.P. Morgan Mortgage Acquisition Corp. 2006-HE 1

supplemental interest trust






                   /s/ Pei Huang                                

Name:

Pei Huang                                     

Title:

Assistant Vice President              

Your reference number:

                            


Exhibit A


Start Period

End Period

Notional

28-Feb-06

25-Mar-06

581,539,555.86

25-Mar-06

26-Apr-06

556,925,543.39

25-Apr-06

25-May-06

533,107,170.96

25-May-06

25-Jun-06

509,298,297.44

25-Jun-06

25-Jul-06

486,776,480.81

25-Jul-06

25-Aug-06

465,191,772.17

25-Aug-06

25-Sep-06

462,275,400.34

25-Sep-06

25-Oct-06

441,998.921.05

25-Oct-06

25-Nov-06

422,344,288.51

25-Nov-06

25-Dec-06

403,348,772.85

25-Dec-06

25-Jan-07

385,173,690.56

25-Jan-07

25-Feb-07

387,783,964.53

25-Feb-07

25-Mar-07

351,145.479.26

25-Mar-07

25-Apr-07

335,034,243.90

25-Apr-07

25-May-07

317,030,611.18

25-May-07

25-Jun-07

292,449,405.98

25-Jun-07

25-Jul-07

279,085,058.59

25-Jul-07

25-Aug-07

265,663,002.87

25-Aug-07

25-Sep-07

253,453,692.84

25-Sep-07

25-Oct-07

237,800,880.13

25-Oct-07

25-Nov.07

105,909,627.27

25-Nov-07

25-Dec-07

39,663,055.18

25-Dec-07

25-Jan-08

37,509,147.27

25-Jan-08

25-Feb-08

35,433,382.36

25-Feb-08

25-Mar-08

33,350,209.75

25-Mar-08

25-Apr-08

31,426,022.81

25-Apr-08

25-May-08

29,411,467.57

25-May-08

25-Jun-06

27,563,312.73

25-Jun-0S

25-Jul-08

25,850,913.55

25-Jul-08

25-Aug-08

23,615,184.37

25-Aug-08

25-Sep-08

22,051,016.80

25-Sep-08

25-Oct-08

19,902,176.66

25-Oct-08

25-Nov-08

18,012,691,14

25-Nov-08

25-Dec-08

15,907,358.89

25-Dec-08

25-Jan-09

14,636.655.16

25-Jan-09

25-Feb-09

13,411,014.13

25-Feb-09

25-Mar-09

18,015,848.26

25-Mar-09

25-Apr-09

22,414,487.75

25-Apr-09

25-May-09

22,178,956.50

25-May-09

25-Jun-09

21,442,860.34

25-Jun-09

25-Jul-09

20,730,480.18

25-Jul-09

25-Aug-09

20,041,088.75

25-Aug-09

25-Sep-09

19,373,971.12

25-Sep-09

25-Oct-09

18,728,439.03

25-Oct-09

25-Nov-09

18,103,818.27

25-Nov-09

25-Dec-09

17,499.459.07

25-Dec-09

25-Jan-10

15,914,727.24

25-Jan-10

25-Feb-10

16,349,012.10

25-Feb-10

25-Mar-10

15,801,717.40

25-Mar-10

25-Apr-10

15,272,266.36

25-Apr-10

25-May-10

14,760,096.52

25-May-10

25-Jun-10

14,197,742.59

25-Jun-10

25-Jul-10

13,721,575.87

25-Jul-10

25-Aug-10

13,260,966.88




Client Service Group

All queries regarding confirmations should be sent to:


JPMorgan Chase Bank, N.A.

Contacts

JPMorgan Contact

Telephone Number

Client Service Group

(001 ) 3026344960

Group E-mail address:

Facsimile:

(001 ) 8888033606

Telex:

Cable:

Please quote the JPMorgan deal number(s): 6900022984414